UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

Form 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 31, 2016

 

 

 

WECAST NETWORK, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Nevada 001-35561 20-1778374
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification
incorporation)   No.)

 

Building B4, Tai Ming International Business Court,

Tai Hu Town, Tongzhou District, Beijing, China 101116

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: 212-206-1216

 

375 Greenwich Street, Suite 516

New York, New York 10013

(Former name or former address, if changed since last report.)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 

 

 

     

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

Amendment No. 6 to McMahon Note

 

On May 10, 2012, at the request of Wecast Network, Inc. (the “Company’), Mr. McMahon made a loan to the Company in the amount of $3,000,000. In consideration for the loan, the Company issued a convertible note to Mr. McMahon in the principal amount of $3,000,000, as amended on May 18, 2012, October 19, 2012, May 10, 2013, January 31, 2014 and December 30, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “McMahon Note”).

 

Effective on December 31, 2016, the Company and Mr. McMahon entered into Amendment No. 6 to the McMahon Note pursuant to which the McMahon Note will be, at Mr. McMahon’s option, payable on demand or convertible on demand into shares of the Company’s Series E Preferred Stock, provided that the Note will no longer be convertible into Series E Preferred Stock upon the conversion of the Series E Preferred stock owned by C Media into the Company’s Common Stock (pursuant to which all Series E Preferred Stock will be automatically converted) but then convertible only into Common Stock at a conversion price of $1.50, until December 31, 2018.

 

The foregoing description of Amendment No. 6 to the McMahon Note is qualified in its entirety by reference to the actual Amendment No. 6 to the McMahon Note, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

   

(d) Exhibits

 

Exhibit No.   Description

 

10.1 Amendment No. 6 to the Convertible Promissory Note, dated December 31, 2016  

 

     

 

 

SIGNATURES  

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  WECAST NETWORK, INC.
     
Date: January 6, 2017 By: /s/ Bing Yang
    Bing Yang
    Chief Executive Officer

 

     

 

Exhibit 10.1

 

WECAST NETWORK, INC.

 

AMENDMENT NO. 6 TO

CONVERTIBLE PROMISSORY NOTE

 

This AMENDMENT NO. 6 TO CONVERTIBLE PROMISSORY NOTE (the “ Amendment ”), effective as of December 31, 2016 (the “ Effective Date ”), is by and among WECAST NETWORK, INC., a Nevada corporation (the “ Company ”), and SHANE MCMAHON (the “ Payee ”).

 

WHEREAS, the Company and the Payee are parties to that certain Convertible Promissory Note of the Company, dated as of May 10, 2012, as amended as of May 18, 2012, as of October 19, 2012, as of May 10, 2013, as of January 31, 2014, and as of December 30, 2014 in principal amount of $3,000,000.00 (the “ Note ”); and

 

WHEREAS, the Company and the Payee desire to amend the Note as provided herein;

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1. Effective as of the Effective Date, Section 2(a ) of the Note shall be deleted in its entirety and, in lieu thereof, the following new Section 2(a) is inserted:

 

Payments .      Unless earlier converted pursuant to Section 3 ; provided that upon the conversion of the Series E Preferred stock owned by C Media into common stock (pursuant to which all Series E Preferred Stock will be automatically converted) Section 3(d) of the Note shall be deemed deleted so that the Note is no longer convertible into Series E Preferred Stock and only convertible into Common Stock at a conversion price of $1.50 per share, the Principal Amount and all accrued interest on this Note shall be due and payable to Payee by wire transfer of immediately available Funds upon written demand by the Payee at any time following the date hereof thru December 31, 2018 (the “ Maturity Date ”).

 

2. Except as expressly amended by this Amendment, the terms and conditions of the Note are hereby confirmed and shall remain in full force and effect without impairment or modification.

 

3. This Amendment shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

 

4. This Amendment may be executed electronically via email or facsimile and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

[Remainder of Page Intentionally Left Blank]

 

     

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day and year first above written.

 

  WECAST NETWORK, INC.
     
  By: /s/ Bing Yang
    Name: Bing Yang
    Title: Chief Executive Officer

 

[Signature Page to Shane McMahon Promissory Note Amendment]

 

     

 

  

  SHANE MCMAHON
   
  /s/ Shane McMahon
  Shane McMahon

 

[Signature Page to Shane McMahon Promissory Note Amendment]